CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
HARMONY TRADING CORP.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
THE UNDERSIGNED, being the President of HARMONY TRADING CORP. hereby
certifies:
1. The name of the corporation is Harmony Trading Corp. (the
"Corporation").
2. The certificate of incorporation of said Corporation was filed by the
Department of State on the 13th day of August, 1996.
3. The certificate of incorporation of the Corporation is amended to
effectuate a three- for-one forward stock split.
4. To accomplish the foregoing, Article FOURTH relating to the authorized
capital of the Corporation is amended to read as follows:
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 205,000,000 of which 200,000,000 shares shall
be designated as common stock, par value $.000333 per share and 5,000,000
shares shall be designated as preferred stock, par value $.001 per share.
The preferred stock may be issued from time to time in one or more series
or classes. The Board of Directors is hereby expressly authorized to
provide by resolution or resolutions duly adopted prior to issuance, for
the creation of each such series and class and to fix the designation and
the powers, preferences, rights, qualifications, limitations, and
restrictions relating to the shares of each such series. The authority of
the Board of Directors with respect to each series of preferred stock
shall include, but not be limited to, determining the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the
par value thereof;
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(b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the term of
such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, and the preference
or relation which such dividends shall bear to the dividends payable on
any shares of stock of any other class or any other series of Preferred
Stock;
(d) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of
such redemption;
(e) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
other Corporation purposes and the terms and provisions relating to the
operation thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series
of Preferred Stock or any other securities and, if so, the price or prices
or the rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of conversion or
exchange;
(h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of
Preferred Stock or of any other class; and
(i) any other powers, preferences and relative, participating,
options and other special rights, and any qualifications, limitations and
restrictions, thereof.
The powers, preferences and relative, participating optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. All shares
of any one series of Preferred Stock shall be identical in all respects
with all other shares of such series, except that shares of any one series
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issued at different times may differ as to the dates from which dividends
thereof shall be cumulative.
5. Each outstanding share of Common Stock, par value $.001 per share,
("Old Common Stock") outstanding as of the close of business on November 20,
2000 (the "Effective Date") shall automatically without any action on the part
of the holder of the Old Common Stock, convert into one (1) share of Common
Stock, par value $.000333 per share ("New Common Stock"). Each holder of a
certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old Certificates")
shall, from and after the Effective Date, be entitled to receive a certificate
or certificates (the "New Certificates") representing the shares of New Common
Stock into which the shares of Old Common Stock formerly represented by such Old
Certificates are reclassified under the terms hereof and shall receive a
certificate representing two (2) New Shares. Prior to the Effective Date, there
are 3,110,000 shares of issued and outstanding shares of Old Common Stock and
196,890,000 shares of authorized but unissued shares of Old Common Stock. On the
Effective Date, there will be 9,330,000 issued and outstanding shares of New
Common Stock and 190,670,000 shares of authorized but unissued shares of New
Common Stock. The 3,110,000 shares of Old Common Stock are hereby changed into
9,330,000 shares of New Common Stock at the rate of 3-for-1. The 196,890,000
shares of authorized but unissued shares of Old Common Stock are hereby changed
into 190,670,000 shares of authorized but unissued shares of New Common Stock at
the rate of 1-for-0.96841.
6. The foregoing amendment was authorized by the unanimous written consent
of the Board of Directors of the Corporation, followed by the written consent of
the holders of the Corporation owning a majority of the outstanding share of
capital stock entitled to vote thereon.
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IN WITNESS WHEREOF, I have signed this certificate on the 7th day of
November, 2000, and I affirm the statements contained therein as true under
penalties of perjury.
/s/ HENRY J. YERSH
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Henry J. Yersh
President
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